Common use of Sales and Other Dispositions Clause in Contracts

Sales and Other Dispositions. (a) The Stockholder covenants and agrees that during the term of this Agreement neither he nor any of his Affiliates shall sell, transfer, hypothecate, pledge or otherwise dispose of any shares of Voting Stock except: (i) to the Company; (ii) to a Person or Group not disapproved on a reasonable basis by the Required Board Approval within ten (10) Business Days after receipt of written notice to the Company from the Stockholder identifying the person or members of the Group, which immediately after the acquisition of such shares would not be the beneficial owner of more than 10% of the total voting power of shares of Voting Stock then outstanding and which acknowledges in a writing reasonably satisfactory to the Company that such Person or Group has received a copy of this Agreement and agrees to be bound by all of its provisions with respect to the Voting Stock as if such Person or Group were the Stockholder; (iii) in a bona fide underwritten registered public offering or in the market in accordance with the timing and volume provisions of paragraph (e) of Rule 144 (whether or not applicable) and of paragraphs (f) and (g) of Rule 144, as in effect on the date hereof, under the Securities Act; (iv) in privately negotiated sales or distributions to any Person or Group in amounts which would result in such Person or Group beneficially owning not more than 5% of the total voting power of shares of Voting Stock then outstanding; (v) in privately negotiated sales or distributions to any Person or Group in amounts not to exceed 5% of the total voting power of shares of Voting Stock then outstanding which would result in such Person or Group beneficially owning in the aggregate less than 10% of the total voting power of shares of Voting Stock then outstanding; (vi) in privately negotiated sales or distributions to any Financial Institution in amounts not to exceed 5% of the total voting power of shares of Voting Stock then outstanding which would result in such Financial Institution beneficially owning in the aggregate less than 15% of the total voting power of shares of Voting Stock then outstanding. "Financial Institution" is defined herein to include (A) any bank as defined in section 3(a)(2) of the Securities Act that is not affiliated to the Stockholder; or (B) any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;

Sales and Other Dispositions. The Borrower shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, sell, lease, license, abandon or otherwise transfer or dispose of any of its assets or property of any nature except: (a) The Stockholder covenants sales of inventory in the ordinary course of its business; (b) licensing or sublicensing of Intellectual Property of Borrower or any of its Subsidiaries in the ordinary course of business consistent with past practice so long as the effect of such license or sublicense shall not transfer all or substantially all of the licensor’s or sublicensor’s economic value in the Intellectual Property to the licensee or sublicensee; (c) transfers of assets or property to the Borrower or a Subsidiary Guarantor; (d) transfers of assets or property from a Foreign Subsidiary to another Foreign Subsidiary; (e) transfers of assets in an amount not to exceed Twenty-Five Million Dollars ($25,000,000) in any fiscal year, so long as at the time of such disposition no Default or Event of Default exists or would be created thereby; (f) sales of any assets of, or equity interests in, Non-Guarantor Ventures, including the transactions contemplated by clause (i) of Section 8.3 (Investments, Loans, Acquisitions, Etc.); (g) transfers of the Capital Stock set forth in, and agrees that during in conformity with, the term definition of Permitted Maquiladora Restructuring; and (h) transfers by the Borrower or a Subsidiary Guarantor to a Foreign Subsidiary of the Borrower’s or such Subsidiary Guarantor’s maquiladora operations (which are operated in conjunction with Greatbatch Mexico), so long as (i) no Default or Event of Default shall then exist or be caused thereby or by any of the transactions in connection with the maquiladora operations, (ii) none of the assets transferred in connection with such operations shall consist of Intellectual Property (other than non-exclusive licenses of Intellectual Property necessary for such operations), (iii) in connection therewith, the Foreign Subsidiary shall enter into a distributorship agreement with the Borrower or another Loan Party and (iv) no more than $50,000,000 of assets (based on fair market value) are so transferred. Notwithstanding the foregoing or anything to the contrary contained in this Agreement Agreement, neither he the Borrower nor any of his Affiliates its Subsidiaries shall sell, transfer, hypothecate, pledge transfer or otherwise dispose of any shares of Voting Stock except: (i) to the Company; (ii) to a Person its respective assets or Group not disapproved on a reasonable basis by the Required Board Approval within ten (10) Business Days after receipt property in violation of written notice to the Company from the Stockholder identifying the person or members Regulation U of the Group, which immediately after the acquisition Board of such shares would not be the beneficial owner of more than 10% Governors of the total voting power of shares of Voting Stock then outstanding and which acknowledges in a writing reasonably satisfactory to the Company that such Person or Group has received a copy of this Agreement and agrees to be bound by all of its provisions with respect to the Voting Stock as if such Person or Group were the Stockholder; (iii) in a bona fide underwritten registered public offering or in the market in accordance with the timing and volume provisions of paragraph (e) of Rule 144 (whether or not applicable) and of paragraphs (f) and (g) of Rule 144, as in effect on the date hereof, under the Securities Act; (iv) in privately negotiated sales or distributions to any Person or Group in amounts which would result in such Person or Group beneficially owning not more than 5% of the total voting power of shares of Voting Stock then outstanding; (v) in privately negotiated sales or distributions to any Person or Group in amounts not to exceed 5% of the total voting power of shares of Voting Stock then outstanding which would result in such Person or Group beneficially owning in the aggregate less than 10% of the total voting power of shares of Voting Stock then outstanding; (vi) in privately negotiated sales or distributions to any Financial Institution in amounts not to exceed 5% of the total voting power of shares of Voting Stock then outstanding which would result in such Financial Institution beneficially owning in the aggregate less than 15% of the total voting power of shares of Voting Stock then outstanding. "Financial Institution" is defined herein to include (A) any bank as defined in section 3(a)(2) of the Securities Act that is not affiliated to the Stockholder; or (B) any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;Federal Reserve System.

Sales and Other Dispositions. (a) The Stockholder covenants Shareholders covenant and agrees agree that during the term of this Agreement Agreement, without the prior written consent of the Company approved by two-thirds of the directors of the Company, neither he they nor any of his their Affiliates or Family Members shall sell, transfer, hypothecate, pledge or otherwise dispose of any shares of Voting Company Stock except: (i) to the Company; (ii) in sales or distributions to a any Person or Group in amounts not disapproved on a reasonable basis by to exceed one percent (1%) of the Required Board Approval within ten total voting power of shares of Company Stock then outstanding in any given three (103) Business Days after receipt of written notice month period, so long as any such sale, to the Company from the Stockholder identifying the person or members knowledge of the Groupselling Shareholder, which immediately after the acquisition of such shares would not be result in such Person or Group acquiring such Company Stock beneficially owning in the beneficial owner of aggregate more than 10% of the total voting power of shares of Voting Company Stock then outstanding; (iii) pursuant to a bona fide pledge of, or granting of a security interest, in the Company Stock owned by the Shareholders and their Affiliates or Family Members to an institutional lender for money borrowed or pursuant to the foreclosure of any such pledge or security interest; provided, however, that either (A) such pledge relates to no more than an aggregate of 4% of the outstanding and which shares of Company Stock, or (B) such lender (a "Lender") prior thereto acknowledges in a writing reasonably satisfactory to the Company that such Person or Group it has received a copy of this Agreement and agrees to be bound by all of the provisions hereof; (iv) to an Affiliate of a Shareholder or a Family Member, if such Affiliate or Family Member acknowledges in writing reasonably satisfactory to the Company that it has received a copy of this Agreement and agrees to be bound by all its provisions with respect to the Voting Company Stock as if such Person he, she or Group were it was the Stockholder; (iii) in a bona fide underwritten registered public offering or in the market in accordance with the timing and volume provisions of paragraph (e) of Rule 144 (whether or not applicable) and of paragraphs (f) and (g) of Rule 144, as in effect on the date hereof, under the Securities Act; (iv) in privately negotiated sales or distributions to any Person or Group in amounts which would result in such Person or Group beneficially owning not more than 5% of the total voting power of shares of Voting Stock then outstandingShareholder; (v) pursuant to a merger or consolidation in privately negotiated sales which the Company is acquired, or distributions to any Person or Group in amounts not to exceed 5% a plan of liquidation of the total voting power of shares of Voting Stock then outstanding which would result in such Person or Group beneficially owning in the aggregate less than 10% of the total voting power of shares of Voting Stock then outstanding;Company; or (vi) any sale complying with the provisions of Section 3(b). (b) In connection with any proposed sale of Company Stock not permitted by Section 3(a)(i) through (v), the Shareholder proposing to make such a transfer or sale must first give written notice to the Company of such Shareholder's intent to sell such shares of Company Stock and the specific terms and conditions of such proposed sale or transfer. Upon receipt of such notice, the Company shall have the first option to purchase all (but no less than all) of such shares of Company Stock on the same terms and under the same conditions as set forth in privately negotiated sales or distributions the notice ("Company Option"). The Company shall have two (2) business days to any Financial Institution in amounts not exercise its option to exceed 5% purchase such shares of Company Stock pursuant to the Company Option. If the Company elects to exercise the Company Option, the Company shall be required to pay for the shares of Company Stock acquired under the Company Option within ten (10) days of the total voting power exercise of the Company Option. If the Company fails to pay, the shares of Voting Company Stock then outstanding proposed to be sold shall be released from this Agreement and may be sold or transferred at any time thereafter without regard to the terms hereof. If the Company fails to exercise the Company Option or notifies the Shareholder of its intent to waive its right to exercise the Company Option, the Shareholder proposing to transfer or sell the shares of Company Stock is free to transfer or sell such shares of Company Stock for not less than the purchase price and for not more favorable terms to the purchaser than as were offered to the Company in the Company Option for a period of sixty (60) days thereafter. Upon the expiration of such sixty (60) day period, a Shareholder wishing to make such sale or disposition again must comply with this Section 3(b). (c) Any purported sale or transfer of Company Stock not in compliance with Section 3 of this Agreement during the term hereof shall be void and of no force or effect and the Company shall not be required to transfer any Company Stock to the new purported owner or recognize it as a Shareholder for any purpose. The Company shall include the legend set forth in Section 3(d) on all certificates representing shares of Company Stock subject to this Agreement and shall notify the Transfer Agent of the Company Stock of this restriction. (d) Any certificates nor or hereafter issued by the Company to represent shares of Company Stock which would result are subject to this Agreement shall be endorsed with a legend reading substantially as follows: Any sale, assignment, transfer or other disposition of Common Stock represented by this certificate is restricted by and subject to the terms and provisions of the Shareholders Agreement, dated __________, 2000. Any transferee, including a lender, taking the Common Stock represented by this Certificate as collateral, is subject to all the restrictions and duties contained in such Financial Institution beneficially owning in Agreement. A copy of such Agreement is on file with the aggregate less than 15% Secretary of the total voting power Company. By acceptance of shares this Certificate the holder hereof agrees to be bound by the terms of Voting Stock then outstanding. "Financial Institution" is defined herein to include (A) any bank as defined in section 3(a)(2) of the Securities Act that is not affiliated to the Stockholder; or (B) any investment company registered under the Investment Company Act of 1940 or a business development company as defined in section 2(a)(48) of that Act;such Agreement.